SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SAFEGUARD SCIENTIFICS INC

(Last)

(First)

(Middle)

800 THE SAFEGUARD BUILDING

435 DEVON PARK DRIVE

(Street)

WAYNE

19087-1945

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CLARIENT, INC [ CLRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/08/2005		P⁽¹⁾		9,000,000	A	$1	34,720,558	I	SSI Delaware⁽²⁾
Common Stock								3,438,721	I	Safeguard Delaware⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$1.35	11/08/2005		P		801,000		11/09/2005	11/09/2009	Common Stock	801,000	$0	801,000	I	SSI Delaware⁽²⁾
Warrant (right to buy)	$1.35	11/08/2005		P		549,000		⁽³⁾	⁽³⁾	Common Stock	549,000	$0	549,000	I	SSI Delaware⁽²⁾

Explanation of Responses:

1. On 11/8/05, Safeguard Delaware, Inc. entered into a Securities Purchase Agreement with Issuer to acquire 9,000,000 shares of common stock and 1,350,000 warrants. Of these totals, 5,340,000 shares were purchased on 11/9/05 and 801,000 warrants were issued to Safeguard Delaware. The remaining 3,660,000 shares will be purchased, and the remaining 549,000 warrants will be issued, promptly following the effective date of the Issuer's compliance with the stockholder approval requirements of NASD Marketplace Rule 4350(i)(1)(D)(ii), which is expected to be no earlier than December 10, 2005.

2. Safeguard Delaware, Inc. ("SSI Delaware") and Safeguard Scientifics (Delaware), Inc. ("Safeguard Delaware") are wholly-owned subsidiaries of reporting person and the record holders of the securities reported herein.

3. The issuance of these warrants will occur promptly following the effective date of the Issuer's compliance with the stockholder approval requirements of NASD Marketplace Rule 4350(i)(1)(D)(ii), which is expected to be no earlier than December 10, 2005. The warrants will be immediately exercisable and will expire four years following the date of issuance.

Remarks:

Additional Reporting Persons: Safeguard Scientifics (Delaware), Inc. Safeguard Delaware, Inc. 103 Springer Building 3411 Silverside Road P. O. Box 7048 Wilmington, DE 19803

	STEVEN J. FEDER	11/09/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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